EXHIBIT 4.3
Form of First Sterling Banks, Inc.1996 Substitute Incentive Stock Option Plan
Incentive Stock Option Agreement for options granted
by Eastside Holding Corporation on
February 21, 1996
FIRST STERLING BANKS, INC.
1996 SUBSTITUTE INCENTIVE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
WITH
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THIS INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement") is made and
entered into effective as of the 7th day of October, 1996, by and between FIRST
STERLING BANKS, INC. (the "Company") and ______________________________, a
resident of the State of Georgia (the "Grantee") and an employee of The
Eastside Bank & Trust Company (the "Bank") a wholly-owned subsidiary of the
Company. This Option Agreement is entered into by the Company and the Grantee
pursuant to the First Sterling Banks, Inc. 1996 Substitute Incentive Stock
Option Plan (the "Plan"). The Plan is incorporated herein by reference and
made a part of this Option Agreement. This Option Agreement is in replacement
of a similar Option Agreement between the Grantee and Eastside Holding
Corporation ("EHC") dated February 21, 1996, which is hereby terminated and
cancelled.
1. STOCK OPTION.
The Company hereby grants to Grantee the option (the "Option") to purchase
______________________ (_________) shares (the "Shares") of the common stock
(the "Common Stock") of the Company in accordance with the terms and subject to
the restrictions hereinafter set forth.
The Option has been granted on the effective date of this Option Agreement
and shall terminate on February 20, 2006, unless sooner terminated in whole or
in part as follows:
(a) The Option shall be fully terminated immediately upon the termination
of employment of the Grantee by the Bank and the Company, excluding termination
by reason of death, retirement or disability.
(b) The Option shall be fully terminated in the event the Grantee fails to
exercise the Option in accordance with Section 2 hereof within ninety (90) days
after the date of the termination of Xxxxxxx's employment with the Bank and the
Company due to death, retirement or disability. During such 90-day period all
unexercised options may be exercised by the Grantee or his legal representative
in the event of death or mental disability.
2. EXERCISE OF OPTION.
The Option granted hereunder may be exercised at any time and from time to
time during the period (the "Exercise Period") commencing on the effective date
of this Option Agreement and ending on the date that the Option is terminated
under paragraph 1 above, provided and to the extent that this Option has vested
and is exercisable as provided hereinafter and in the Plan. The Option may be
exercised in lots of not less than one hundred
(100) Shares each unless the exercise for a lesser number of Shares would
exhaust the number of Shares available for purchase at the time of exercise.
The Option shall be exercised by written notice directed to the Secretary
of the Company at 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000. Such written
notice shall be accompanied by payment in full in cash or by check of the
Option Price for the number of Shares specified in such written notice.
3. OPTION PRICE.
The price per share at which Shares may be purchased pursuant to exercise
of the Option (the "Option Price") shall be $13.00 per Share.
4. VESTING OF OPTION.
(a) YEARS OF SERVICE. The Option hereby granted shall vest only
during the Grantee's continuous employment with the Company (including EHC)
and/or the Bank and/or any subsidiary or affiliate thereof, and shall be
exercisable only upon and after such vesting and prior to its termination, by
Grantee in accordance with the following schedule (subject to earlier vesting
and exercise as provided in subparagraph (b) below):
One-Third (1/3) of Shares Commencing on the 1st anniversary
of February 21, 1996
Additional one-third (1/3) Commencing on the 2nd anniversary
of Shares of February 21, 1996
Additional one-third (1/3) Commencing on the 3rd anniversary
of Shares of February 21, 1996
(b) EARLIER VESTING. Notwithstanding the provisions of subparagraph
(a) above, in the event of a Change in Control (as hereinafter defined) during
the Grantee's employment with the Company and/or the Bank and/or any subsidiary
or affiliate thereof, the Option hereby granted shall vest with respect to all
of the Shares immediately prior to such Change in Control.
The term "Change in Control" shall mean:
(i) The acquisition (other than from the Company) by any person,
entity or "group" within the meaning of Sections 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934 ("34 Act") (excluding, for this
purpose, the Company, the Bank, or any of their subsidiaries, or any
employee benefit plan of the Company, the Bank, or any of their
subsidiaries) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 34 Act) of more than 50% of either the then
outstanding shares of
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Common Stock or of the combined voting power of the Company's then
outstanding voting securities entitled to vote generally in the election
of directors; or
(ii) Individuals who, as of the date hereof, constitute the board of
directors of the Company ("Incumbent Board") cease for any reason to
constitute at least a majority of the board of directors, provided that any
individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual is a
member of the Incumbent Board; or
(iii) Approval by the shareholders of the Company of the sale of
all or substantially all of the assets of the Company or of a merger,
consolidation or other reorganization in each case, with respect to which
persons who were the shareholders of the Company and optionees immediately
prior to such merger, consolidation or other reorganization, immediately
thereafter, do not own more than 50% of the combined voting power entitled
to vote generally in the election of directors of the merged, consolidated
or reorganized corporation's then outstanding voting securities; provided,
however, in such event the Change in Control will be deemed to have
occurred immediately prior to the merger, consolidation or other
reorganization.
5. NONTRANSFERABILITY.
The Option is not transferable except by will or by the laws of descent and
distribution.
6. LIMITATION OF RIGHTS.
The Grantee or the personal representative of the Grantee shall have no
rights as a stockholder with respect to the Shares covered by the Option until
the Grantee or the personal representative of the Grantee shall become the
holder of record of such Shares. Neither the Plan, the granting of the Option,
nor this Option Agreement shall impose any obligation on the Bank or the
Company or any subsidiary thereof to continue the employment of the Grantee.
7. STOCK RESERVE.
The Company shall at all times during the Exercise Period under this Option
Agreement reserve and keep available such number of Shares of Common Stock as
will be sufficient to satisfy the requirements of this Option Agreement and
shall pay all original issue taxes (if any) on the exercise of the Option and
all other fees and expenses necessarily incurred by the Company in connection
therewith.
8. GRANTEE'S COVENANT.
The Grantee hereby agrees to use his best efforts to provide services to
the Bank or Company in a workmanlike manner and to promote the Bank's or
Company's interests.
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9. RESTRICTIONS ON TRANSFER AND PLEDGE.
Except as provided in Section 5 hereof, the Option and all rights and
privileges granted hereunder shall not be transferred, assigned pledged or
hypothecated in any way, whether by operation of law or otherwise, and shall
not be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option or any
right or privilege granted hereunder, except as provided herein, or upon the
levy or any attachment or similar process upon the rights and privileges herein
conferred, the Option and the rights and privileges hereunder shall become
immediately null and void.
10. RESTRICTIONS ON ISSUANCE OF SHARES.
If at any time the Board of Directors of the Company shall determine, in
its discretion, that listing, registration or qualification of the Shares
covered by the Option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition to the exercise of the Option, the Option
may not be exercised in whole or in part unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors of the
Company.
11. PLAN CONTROLS.
In the event of any actual or alleged conflict between the provisions of
the Plan and the provisions of this Option Agreement, the provisions of the
Plan shall be controlling and determinative.
12. SUCCESSORS.
This Agreement shall be binding upon any successor of the Company in
accordance with the terms of this Option Agreement and the Plan.
13. INTERPRETATION.
It is the intent of the parties hereto that the Option qualify for
incentive stock option treatment pursuant to, and to the extent permitted by,
Section 422 of the Internal Revenue Code of 1986. All provisions hereof are
intended to have, and shall be construed to have, such meanings as are set
forth in applicable provisions of the Code and Treasury Regulations to allow the
Option to so qualify.
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IN WITNESS WHEREOF, the Company, acting by and through its duly authorized
officers, has caused this Option Agreement to be executed and the Grantee has
executed this Option Agreement, all as of the day and year first above written.
FIRST STERLING BANKS, INC.:
By:
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Xxxxxx X. Xxxxxxxx, President
GRANTEE:
By:
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Name:
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